SUBRECIPIENT AGREEMENT
CIVIL RIGHTS INSTITUTE OF INLAND SOUTHERN CALIFORNIA
Inland Empire Civil Rights Local Historic Preservation Projects THIS SUBRECIPIENT AGREEMENT ("Agreement") is made and entered into this __ day of ______ , 2023 ("Effective Date"), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City") and CIVIL RIGHTS INSTITUTE OF INLAND SOUTHERN CALIFORNIA, a California nonprofit corporation ("Subrecipient") ( each referenced herein as a "Party" , and hereinafter together as the "Paiiies ").
RECITALS
A. The State of California ("State") in its Budget Act of 2023 as amended by Assembly Bill 102 appropriated Five Hundred Thousand Dollars ($500,000.00) to the City for " .. .local historical preservation efforts by the Civil Rights Institute of Inland Southern California" ("Appropriation").
B. Subrecipient has submitted a proposal to the City for services in connection with local historic preservation efforts including renovations to the Martin Luther King Jr., statue on Riverside's Main Street Mall, a public works project (the "Project"), and the implementation of a civil rights' oral history project ("Digital Archive Library ") (the Project and Digital Archive Library shall be collectively referred to as the "Program"; said renovations to Maiiin Luther King Jr. statue are further defined as "Project" in Exhibit "A") .
C. The City has agreed to provide Appropriation funds to the Subrecipient in an amount not to exceed Five Hundred Thousand Dollars ($500 ,000.00) for costs associated with the Program ("Grant Funds").
D. The Parties intend this Agreement to set forth Subrecipient 's obligations under Appropriation and all other regulations pertaining to the Grant Funds .
NOW THEREFORE , in consideration of the mutual covenants set foiih herein , and the mutual benefits to be derived therefrom, the City and Subrecipient agree as follows:
1. SCOPE OF SERVICES. Subrecipient shall provide services as more particularly described in Exhibit "A", entitled Scope of Services ("Services "), attached and incorporated by reference , in accordance with this Agreement.
2. TERM . The term of the Agreement shall begin on the Effective Date and shall remain in effect until December 31, 2025, unless otherwise terminated pursuant to the provisions herein.
3. GRANT FUNDS. City shall allocate to Subrecipient a grant amount not to exceed Five Hundred Thousand Dollars ($500 ,000.00) . Allocations shall be made not more often than weekly, on an as-needed basis, upon a request by Subrecipient and provision of invoices for 1 Services. The first such invoice shall not exceed Two Hundred Thousand Dollars ($200,000.00).
For allocations related to the grant amounts related to the Project identified in Exhibit "A", allocations shall be subject to the requirements set fotih in Section 13 hereto , "Prevailing Wage."
4. NOTICES. Any notices provided for, or required, to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:
City
City of Riverside
Attn: City Manager
3900 Main Street, 7th Floor
Riverside, California 92522
Subrecipient
Civil Rights Institute of Inland Southern
California
Attn : Sabrina Gonzalez , Executive Director
3933 Mission Inn A venue, Suite # 103
Riverside, California 92501
5. AVAILABILITY OF GRANT FUNDS. City ' s allocation of funding to Subrecipient is contingent upon the allocation funds to the City under the Appropriation. In the event of funding reduction, including elimination, the City may reduce the Grant Funds as a whole or as to cost category, and may, at its sole discretion, limit Subrecipient's authority to commit and spend Grant Funds, and may restrict Subrecipient's use of both its uncommitted and its unspent Grant Funds. Any such change shall be reflected by written amendment to this Agreement pursuant to Section 7.5 of this Agreement. Notwithstanding the foregoing , the City may also terminate this Agreement pursuant to Section 7.6 of this Agreement.
6. COMPLIANCE . By executing this Agreement, Subrecipient hereby certifies that it will adhere to and comply with the same obligations to the City that the City has undertaken with the State, pursuant to its application and ce1iifications for any funding related to the Appropriation, including but not limited to the following, as they may be applicable:
A. The Subrecipient shall comply with all applicable federal , state, and local laws, ordinances, regulations, plans, and design standards . The Subrecipient and/or its contractors shall secure and maintain all permits or licenses required by authorities having jurisdiction over the applicable Project. The Subrecipient and/or its contractors shall comply with applicable requirements of the California Environmental Quality Act as it relates to City's obligations under this Agreement. Subrecipient and/or its contractors shall promptly provide evidence of compliance upon request by the City.
B. Office of Management and Budget (0MB) Circulars, as applicable: 0MB Circular A-21 (Cost Principles for Educational Institutions); 0MB Circular A-87 (Cost Principles for State , Local , and Indian Tribal Governments); 0MB Circular A-102 (Grants and Cooperative Agreements with State and Local Governments) ; Common Rule, Subpart C for public agencies or 0MB Circular A-110 (Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher Education , Hospitals and Other NonProfit Organizations); 0MB Circular A-122 (Cost Principles for Non-Profit Organizations) ; 0MB Circular A-133 (Audits of States , Local Governments , and Non-Profit Organizations. 2 C. Single Audit Act (31 USC Sec. 7501 et seq.), 0MB Circular A-133 (as stated above) and any administrative regulation or field memoranda implementing the Act, including related provisions of the Uniform Guidance, 2 C.F.R. § 200.303 regarding internal controls , §§ 200.330 through 200.332 regarding subrecipient monitoring and management , and subpart F regarding audit requirements , and the Catalog of Federal Domestic Assistance (CFDA)
21.019.
D. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and implementing regulations issued at 24 CFR Pat1 l; Title VIII of the Civil Rights Act of 1968 (P.L. 90-284) as amended; Executive Order 11246, as amend ed by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60; Executive Order 11063, as amended by Executive Order 12259, and implementing regulations at 24 CFR Patt 107.
E. Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112), as amended , and implementing regulations.
F. The Age Discrimination Act of 1975 (P.L . 94-135) , as amended , and implementing regulations.
G. The Federal Accounting and Transparency Act of 2006 (P.L. I 09-282), as amended by Section 6202(a) of P.L. 110-252.
H. Prevailing Wage Laws.
Subrecipient shall carry out the Program, including the Project , and the overall construction in conformity with all applicable federal , state and local labor laws and regulations , including without limitation , if and to the extent applicable, the requirements to pay prevailing wages under federal law (the Davis Bacon Act , 40 U.S.C. § 3141, et seq., and the regulations promulgated thereunder set forth at 29 CFR Part 1 (collectively, "Davis Bacon ") and, if and to the extent applicable, California law (Labor Code § I 720, et seq.). City agrees as part of its Oversight and Administration fee (See Section 8.4 below) to review the Project's payroll records to date and identify any non-compliance with the wages paid to ensure Subrecipient and/or its contractors are paying their contractors and/or subcontractors according to the federal, state and local labor laws and regulations, including the requirements to pay prevailing wages. City will not remit Grant Funds for the Project to Subrecipient until Subrecipient and/or its contractors (including any contractors who are not retained by Subrecipient but perform work on the Project) submit the Project's payroll records to date for the City's review for compliance.
City agrees as part of its Administration fee (See Section 8.4 below) to be responsible on Subrecipient ' s behalf, with determining and effectuating compliance with all applicable federal , state and local public works requirements , prevailing wage laws, labor laws and standards performed by Subrecipient , its contractors, and subcontractors on the Project , (including any contractors who are not retained by Subrecipient but perform work on the Project). More specifically, City will assist Subrecipient and/or its contractors (including any contractors who are not retained by Subrecipient but perform work on the Project) with determining and effectuating compliance with Section 13 herein.
City shall be solely responsibl e, expressly or impliedly, for determining and effectuating compliance with all applicable federal , state and local public works requirements , 3 prevailing wage laws, labor laws and standards for the Project, either onsite or offsite , as the City recognizes that Subrecipient is a non-profit corporation. Except as to the sole negligence or willful misconduct of Subrecipient , City agrees to indemnify, defend, and hold Subrecipient harmless from any loss, damage , penalties , or attorneys ' fees incurred for claims related to non-compliance with federal , state and local public works requirements, prevailing wage laws, labor laws and standards related to the Project.
7. GENERAL CONDITIONS.
7.1 Subrecipient as Independent Contractor. In the performance of this Agreement , Subrecipient , and Subrecipient's employees , subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City.
Subrecipient acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Subrecipient , or to Subrecipient's employees , subcontractors and agents. This Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Subrecipient shall be responsible for any and all taxes that apply to Subrecipient as an employer.
Subrecipient shall determine the method, details, and means by which it provides Services . Subrecipient shall be responsible to the City only for the requirements and results specified in this Agreement , and, except as expressly provided in this Agreement, shall not be subjected to the City's control with respect to the physical action or activities of Subrecipient in fulfillment of this Agreement. If in the performance of this Agreement, any third persons are employed by Subrecipient, such persons shall be entirely and exclusively under the direction, supervision , and control of Subrecipient. All terms of employment, including hours, wages, working conditions, discipline , hiring, and discharging or any other term of employment or requirements of law, shall be determined by Subrecipient.
7.2 Indemnity . Except as to the sole negligence or willful misconduct of the City, Subrecipient shall defend, indemnify, and hold the City, and its officers, employees and agents, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, which arises out of or is in any way connected with the Program or the performance of the Services under this Agreement by Subrecipient or any of its employees, agents or subcontractors, and from all claims by Subrecipient's employees, subcontractors and agents for compensation for services rendered to Subrecipient in the performance of this Agreement , notwithstanding that the City may have benefitted from their services . This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Subrecipient or of Subrecipient's employees, subcontractors or agents . Subrecipient understands and agrees that it shall defend the City from any claim even if it appears to be without merit.
Except as to the sole negligence or willful misconduct of the City, Subrecipient shall also defend , indemnify, and hold the City harmless from any loss, damage, or attorneys' fees incurred because of any claim by any person or entity, including the State of California, except for claims from the State of California requesting return of the Grant Funds referenced in Section 3 and for claims brought by third parties in tort related to the Project. 4 Except as to the sole negligence or willful misconduct of Subrecipient , the City agrees to defend , indemnify , and hold Subrecipient harmless from any loss, damage, or attorneys' fees incurred for claims brought by any third patty in toti related to the Project by Subrecipient, its employees , contractors, and subcontractors , or agents after the City ' s acknowledgement and final approval that the Project has been completed.
Parties also expressly agree that any payment , attorneys ' fees, cost, or expense that the City incurs, or makes to or on behalf of an injured employee under the City's self-administered workers ' compensation, is included as a loss, expense or cost for the purposes of this Section , and that this Section shall survive the expiration or early termination of the Agreement.
This Section 7.2 shall survive the expiration or termination of the Agreement.
7.3 Insurance.
7.3.1 General Provisions. Subrecipient shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement , such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney , or a designee , unless such modification is prohibited by law. 7 .3 .2 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Subrecipient's indemnification obligations under Section 8.2 hereof.
7.3.3 Ratings. Any insurance policy or coverage provided by Subrecipient , , or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement , unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder ' s rating of A or higher and a Financial Class of VII or higher.
7.3.4 Cancellation. The policies shall not be canceled unless thitiy (30) days prior written notification of intended cancellation has been given to the City by certified or registered mail, postage prepaid.
7.3.5 Adequacy. City, its officers , employees and agents make no representation that the types or limits of insurance specified to be carried by Subrecipient pursuant to this Agreement are adequate to protect Subrecipient. If Subrecipient believes that any required insurance coverage is inadequate, Subrecipient will obtain such additional insurance coverage, as Subrecipient deems adequate , at Subrecipient's sole expense .
7.3.6 Workers' Compensation Insurance. By executing this Agreement, Subrecipient represents that Subrecipient is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undetiake self-insurance before commencing any of the work.
Subrecipient shall carry the insurance or provide for self-insurance required by California law to protect said Subrecipient from claims under the Workers' Compensation Act. Subrecipient shall file with City either (1) a certificate of insurance showing that such insurance is in effect, or that 5 Subrecipient is self-insured for such coverage, or (2) a certified statement that Subrecipient has no employees, and acknowledging that if Subrecipient do employ any person , the necessary certificate of insurance will immediately be filed with the City. Any certificate filed with the City shall provide that the City will be given at least ten (10) days prior written notice before modification or cancellation thereof .
7.3.7 Commercial General Liability. Subrecipient shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance as required to insure Subrecipient and/or its contractors against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of. City, and its officers, employees and agents, shall be named as additional insureds under Subrecipient's insurance policies .
Subrecipient's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
Copies of insurance policies or original ce1iificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with the City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
7 .3 .8 Subcontractors' Insurance. Subrecipient shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss, which may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers' Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability and such coverage shall include the City and its officers, employees and agents, as additional insureds.
Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
Upon the City's request, Subrecipient shall provide the City with satisfactory evidence that subcontractors have obtained insurance policies and coverages required by this section.
6 7.3.9 Commercial Automobile Insurance. Subrecipient is required to provide commercial automobile liability insurance for this Agreement with the exception being those subrecipients that do not require the use of an automobile to meet program requirements as detailed in the Scope of Services.
If Subrecipient do not require the use of an automobile to meet program requirements in the Scope of Services, Subrecipient must complete a Certification Regarding Automobile Usage and Receipt of Grant Funding from City of Riverside.
If Subrecipient requires the use of an automobile or must drive to meet program requirements in the Scope of Services , Subrecipient must submit insurance ce1tificates acceptable to the City that meet the following requirement(s): Subrecipient's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000 ,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Subrecipient's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Subrecipient's performance of this Agreement, which vehicles shall include, but are not limited to, Subrecipient's owned vehicles, Subrecipient and/or its contractors' leased vehicles, Subrecipient's employee vehicles, non-Subrecipient owned vehicles and hired vehicles . City, and its officers , employees and agents, shall be named as additional insureds under the Subrecipient automobile insurance policy.
7.3.10 For insurance related to the Project, Subrecipient may meet the obligations of this Section 7.3 by requiring its contractors (including any contractors who are not retained by Subrecipient but perform work on the Project) to provide the necessary insurance meeting the requirements of this Section 7.3.
7.4 Personnel. Subrecipient shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation . Subrecipient recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to the City's approval.
7.5 Amendment. This Agreement may only be amended in writing by mutual agreement between the City and Subrecipient.
7.6 Termination.
7.6.1 For Cause . City may terminate this Agreement immediately if Subrecipient materially fails to comply with any terms of this Agreement, including but not limited to:
A. Failure to comply with any of the rules, regulations or provisions referred to herein , or such statutes , regulations , executive orders, and, policies or directives as may become applicable at any time; B. Failure , for any reason , to fulfill in a timely and proper manner 7 its obligations under this Agreement ;
C. Improper use of Grant Funds provided under this Agreement; and
D. Submis sion of reports that are incorrect or incomplete in any material respect.
7.6.2 For Cause - Additional Remedies. If Subrecipient materially fails to comply with any term of this Agreement , as set forth in subsection 7.6.1 herein , the City, in addition to immediate termination , may also take any one or more of the following actions as appropriate in the circumstances:
A. Temporarily withhold Grant Funds pending correction of the deficiency by Subrecipient ;
B. Disallow all or pait of the cost of the activity or action not in compliance;
C. Withhold fmther Grant Funds for the Program; and
D. Take other remedies that may be legally available.
7 .6.3 Availability of Grant Funds . Should the Grant Funds change pursuant to Section 5 of this Agreement, the City may suspend the operation of this Agreement upon three (3) days written notice to Subrecipient of its intention to so act.
7.7 Costs Following Termination . Costs of Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowed unless the City expressly authorizes them in writing in connection with any notice of suspension or termination. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (a) the costs resulted from obligations which were properly incurred by Subrecipient before the effective date of suspension or termination , are not in anticipation of it, and, in the case of a termination, are non-cancellable ; and (b) the costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect.
8. ADMINISTRATIVE REQUIREMENTS.
8.1 Revenue Disclosure Requirement. Subrecipient certifies that it will file with the City a written statement listing all revenue received, or expected to be received, by Subrecipient from federal, state, city, or county sources , and from other governmental agencies, and applied or expected to offset , in whole or in part, any of the costs incurred by Subrecipient in conducting the Project. Such statement shall reflect the name and a description of such project , program , or business activity, the dollar amount of funding provided , or to be provided , by each and every governmental agency to the Project, and the full name and address of such governmental agency. If there are sources of funds from the private sector for the Project , Subrecipient shall provide proof of such funding. City shall not pay for any services provided by Subrecipient which are funded by other 8 sources. All restrictions and/or requirements provided in this Agreement relative to accounting , budgeting , and reporting, apply to the Project, regardless of funding sources .
8.2 Use of Grant Funds. Except as otherwise limited by this Agreement, Grant Funds shall be used exclusively to cover eligible expenses in implementing the Program consistent with the requirements of the Appropriation and this Agreement.
8.3 Budget. Subrecipient hereby certifies and agrees that Grant Funds shall be used exclusively as described in the Budget , attached hereto as Exhibit "B". Any deviation from the attached Budget must be approved by the City, in writing.
8.4 Overhead and Administration . The City shall require a Four-Percent (4%) fee for overhead and administration of Grant Funds.
8.5 Changes in Grant Allocation. City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that Subrecipient's rate of expenditure will result in unspent funds at the end of the term. Changes in the grant allocation will be done after consultation with Subrecipient. Such changes shall be incorporated into this Agreement by written amendments.
8.6 Program Records. Subrecipient shall maintain financial, programmatic, statistical and other suppo11ing records of its operations and financial activities, including but not limited to, documentation of all Grant Funds received from the City or other sources to operate the Program, documentation of expenses identified in the Budget, and any other related records as City may require from time to time. Such records shall be retained for a period five (5) years after termination of this Agreement or after final disposition of all pending matters. "Pending matters " include, but are not limited to, an audit, litigation or other actions involving records.
8.7 Quarterly Reports. Subrecipient shall require its sub-subrecipients , contractors and subcontractors provide the City with quarterly repo11s as well as any other repo11s as the City may reasonably require . Such reports shall identify the amount paid from the Grant Funds and the balance of the Grant Funds that Subrecipient's sub-subrecipients , contractors and subcontractors has not spent.
8.8 Performance Monitoring. City will monitor the performance of Subrecipient against goals and performance standards required herein. Substandard performance as determined by the City will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within a reasonable period of time after being notified by the City, termination procedures will be initiated pursuant to Section 7.6.
8.9 Recognition of City. Subrecipient shall ensure recognition of the City in providing funding for the Services provided by this Agreement. All advertisements, notifications , publications, signs , brochures , and other promotional or information material shall identify the Program as being funded in part by the City of Riverside and the State of California.
8.10 Lobbying. Subrecipient ce11ifies to the best of its knowledge and belief that:
9 8.10.1 No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned , to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
8.10.2 If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempt ing to influence an officer or emp loyee of any agency , a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.
8.10.3 The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This ce1iification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.
9. NONDISCRIMINATION. During Subrecipient's performance of this Agreement, Subrecipient shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Subrecipient agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
10. CONFLICT OF INTEREST. Subrecipient, for itself and on behalf of the individual(s) listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Subrecipient further warrants that neither Subrecipient, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this Program or, alternatively, that Subrecipient will file with City an affidavit disclosing any such interest.
11. DIGITAL AND COUNTERPART SIGNATURES. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The patiies futiher agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section , a "digital signature" is defined in subdivision ( d) of Section 16.5 of the Government Code and is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterparts , each of which will be an original , but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto.
12. COUNTERPARTS. This Agreement may be signed by the Parties hereto in counterparts, each of which shall be an original but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the paiiy executing ( or on whose behalf such signature is executed) with the same force and effect as though such facsimile or electronic signature page were on original thereof.
13. PREY AILING WAGE. The Project referenced in Exhibit "A" is a public work as defined in California Labor Code Section 1720. Subrecipient, and all contractors and subcontractors of any tier, are required to pay all workers employed in the execution of the Project not less than the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations ("DIR") under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director ' s determination of prevailing rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination .htm and is referred to and made a part hereof ; the wage rates therein asce1iained , determined and specified are referred to and made a part hereof as though fully set forth herein. Per Senate Bill 854 (2014) , contactors and subcontractors shall register with the Department oflndustrial Relations (DIR) in order to bid and perform public works projects .
Contractors and subcontractors on all public works projects shall submit electronic certified payrolls to the Labor Commissioner and City unless excused from this requirement. 13 .1 California Labor Code . Subrecipient is aware of and stipulates that Subrecipient and all contractors and subcontractors of any tier will also comply with the following sections of the California Labor Code:
a. Section 1775 prescribing sanctions for failure to pay prevailing wage rates;
b. Section 1776 requiring the making , keeping and disclosing of detailed payroll records and prescribing sanctions for failure to do so; c. Section 1777.5 prescribing the terms and conditions for employing registered apprentices;
d. Section 1810 providing that eight hours of labor shall be a day 's work; and
e. Section 1813 prescribing sanctions for violations of the provisions concerning eight-hour workdays and fo1iy-hour work weeks . f. Sections 1725 .5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public-Works/PublicWorks.html. 11 13.2 If Subrecipient, and any contractors and subcontractors of any tier (including any contractors who are not retained by Subrecipient but perform work on the Project) , fail to submit satisfactory payroll records for the Project , City shall retain an amount equal to twenty percent (20%) of the estimated value of the work performed from Subrecipient's payment. The retention for failure to submit satisfactory payroll records for any work period will not be released for payment until all the unsatisfactory payroll records for which the retention was made are corrected, re submitted and deemed acceptable by the City. Payment of the retention will be made on the next monthly payment due the Subrecipient following City 's receipt of satisfactory payroll records and confirmation that no penalties will be or have been assessed for failure to pay prevailing wage, or that any such penalties have been satisfied by Subrecipient or any sub-subrecipients.
14. EXHIBITS. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit "A" - Scope of Services
Exhibit "B" - Budget
Exhibit "C" - Key Personnel
[signatures on the following page]
12 IN WITNESS WHEREOF, the City and Subrecipient have caused this Agreement to be duly executed on the day and year first written above.
CITY OF RIVERSIDE, a California
Charter city and municipal corporation
By:
City Manager
Date:
Attest:
City Clerk
Date:
Cetiified as to Availability of Funds:
By: ~A~
~r ChiefFinancialOfficer
::p:;;;:;;;::
Deputy City Attorney
13 Civil Rights Institute of Inland Southern
California, a Nonprofit Public Benefit
Corpor •
By:
Name: Q'Vinc Asberry
Title: Treasurer
Date: /; /4" /2t,;z.3
By~
Name: Ken Gutierrez
Title: President, Board of Directors
Date:
EXHIBIT "A"
SCOPE OF SERVICES
Riverside African American Historical Society- Martin Luther King Jr., Statue Renovations - Riverside Main Street Mall (the "Project"):
Preservation and enhancement of the original statue with updates seating consisting of new preformed concrete benches set in a circular pattern around the statue. Installation of decorative podiums. New Landscaping. Updated electrical and wiring directly around the Statue.
Civil Rights Institute oflnland Southern California - Digital Archive Library:
Content development and a digital archive management system for a publicly available digital archive of the Inland Region 's civil rights history. The digital archive library will have a web interface for scholars , community organizations , students and the public. The digital archive library will make existing items from the Civil Rights Institute of Inland Southern California digitally available to the public. The digital archive library will be broken down into Content Development: Outreach to receive and capture regional civil rights related materials ; a Digital Archive Management System: Cataloging and retrieval software, digital archive storage and server storage ; content capturing for online accessibility , retrieval programming , and rights and permissions management. This digital archive library also includes staffing specific to Digital Archive and Content Development.
EXHIBIT "B"
BUDGET
• Riverside African American Historical Society - Martin Luther King Jr., Statue Renovations
Pre-manufactured Concrete Benches:
Precast Podiums (3)
Shipping:
Landscaping:
Contingency:
$88,282.00
$25,225.00
$9,764.00
$40,000.00
$16,729.00
Total Cost: $192,000.00
• Civil Rights Institute of Inland Southern California - Digital Archive Library Content development: $120,000.00
This shall include, but not be limited to:
Staffing and other components needed to collect, receive, and digitize civil rights materials; Creating metadata for searchability;
File preparation;
Establishing and implementing an appropriate framework for conducting research, recording, tagging, and transcribing materials as desired; and Contingency.
]
Systems Infrastructure: $84,000.00
This shall include, but not be limited to:
Staffing and other components needed to specify technological protocols for storing, searching, and reaching materials;
Preparing interoperability guidelines for regional public archives; Developing consortium; and
Contingency.
Public Facing Portal: $84,000.00
Staffing and other components needed to design, build architecture, develop custom applications, and implement rights and permissions management; and Contingency.
City Oversight and Administration (@ 4%)
TOTAL PROGRAM:
Total Cost: $288,000.00
$20,000.00
$500,000.00
EXHIBIT "C"
KEY PERSONNEL
Sabrina Gonzalez, Executive Director